INNIO N.V.

Previous wording

We operate through two primary segments: Equipment and Services. Our Equipment segment addresses the data center, power solutions and compression end–markets through our modular, flexible and highly efficient engine–based solutions, providing high quality power characteristics for their applications. In our data center business line, our modular, high–efficiency systems are ideally positioned to deliver the prime and backup power required to sustain intensive AI workloads. By minimizing the complex auxiliary subsystems often required by alternative power sources, our technology offers a scalable, capital efficient behind–the–meter solution specifically optimized for rapid data center deployment. Our power solutions provide base load and peaking power to stabilize utility grids (in–front–of–the–meter) and power independent microgrids (behind–the–meter). Our compression solutions support the full energy value chain, including gas lift, gathering, processing, storage and transmission, enabling efficient gaseous fuel transport. These solutions are mission critical and non–discretionary; our systems help our customers maintain operational continuity, generate electricity and produce oil and natural gas. As the backbone of resilient energy infrastructure, our equipment and services enable operators to mitigate grid capacity shortfalls and reduce reliance on unstable centralized power and intermittent renewables.

Current wording

We operate through two primary segments: Equipment and Services. Our Equipment segment addresses the data center, power solutions and compression end–markets through our modular, flexible and highly efficient engine–based solutions, providing high quality power characteristics for their applications. In our data center business line, our modular, high–efficiency systems are well positioned to deliver the prime and backup power required to sustain intensive AI workloads. By minimizing the complex auxiliary subsystems often required by alternative power sources, our technology offers a scalable, capital efficient behind–the–meter solution specifically optimized for rapid data center deployment. Our power solutions provide base load and peaking power to stabilize utility grids (in–front–of–the–meter) and power independent microgrids (behind–the–meter). Our compression solutions support the full energy value chain, including gas lift, gathering, processing, storage and transmission, enabling efficient gaseous fuel transport. These solutions are mission critical and non–discretionary; our systems help our customers maintain operational continuity, generate electricity and produce oil and natural gas. As the backbone of resilient energy infrastructure, our equipment and services enable operators to mitigate grid capacity shortfalls and reduce reliance on unstable centralized power and intermittent renewables.

Previous wording

Although the Jenbacher and Waukesha brands possess a rich heritage established within major industrial conglomerates, our trajectory accelerated in 2018 when Advent International (“Advent”) carved out the businesses from GE to form INNIO as a standalone entity. In 2023, we further strengthened our capital base when Luxinva, a wholly owned subsidiary of ADIA, acquired a significant minority stake. Following our separation from GE, we have delivered record performance by enhancing our operational agility, digital capabilities and technological leadership. We have specifically focused on high–growth opportunities through substantial investments in our U.S. manufacturing infrastructure, targeted R&D, containerized solutions and service distribution network.

Current wording

Although the Jenbacher and Waukesha brands possess a rich heritage established within major industrial conglomerates, our trajectory accelerated in 2018 when Advent International (“Advent”) carved out the businesses from GE to form INNIO as a standalone entity. In 2023, we further strengthened our capital base when Luxinva, a wholly owned subsidiary of ADIA, acquired a significant minority stake. Following our separation from GE, we have delivered record performance by enhancing our operational agility, digital capabilities and technology capabilities. We have specifically focused on high–growth opportunities through substantial investments in our U.S. manufacturing infrastructure, targeted R&D, containerized solutions and service distribution network.

Previous wording

On September 26, 2025, we completed an incometax-free corporate restructuring to facilitate an initial public offering and establish a holding company structure. On September 1, 2025, AI Alpine (Luxembourg) S.à r.l., our (“Principal Shareholder”), the parent company of INNIO Group Holding GmbH, established atwo-tier German holding structure with two German entities: INNIO Holding GmbH and INNIO Beteiligungs GmbH. As a result, INNIO Group Holding GmbH became an indirect wholly owned subsidiary of INNIO Holding GmbH, with INNIO Beteiligungs GmbH established between the two entities.

Current wording

On September 26, 2025, we completed an income tax-free corporate restructuring to facilitate an initial public offering and establish a holding company structure. On September 1, 2025, AI Alpine (Luxembourg) S.à.r.l., our ("Principal Shareholder"), the parent company of INNIO Group Holding GmbH, established a two-tier German holding structure with two German entities: INNIO Holding GmbH and INNIO Beteiligungs GmbH. As a result, INNIO Group Holding GmbH became an indirect wholly owned subsidiary of INNIO Holding GmbH, with INNIO Beteiligungs GmbH established between the two entities.

Previous wording

Demand for our equipment and services is the key driver of our revenue and profitability. A significant portion of our business comes from the global power generation market where demand for flexible and distributed engine–based power plants is growing. Demand for power has continued to significantly outpace the available power generation supply from the grid, with the need for power becoming more acute in recent years.

Current wording

Demand for our equipment and services is the key driver of our revenue and profitability. A significant portion of our business comes from the global power generation market where demand for flexible and distributed engine–based power plants is growing. In key markets, particularly for large data center projects, electricity demand is growing faster than grid infrastructure and available generation capacity can expand.

Previous wording

A key factor driving the increasing demand includes the rapid adoption and deployment of AI that has led to an increasing need for computing power which is served by increasing capacity additions of data centers. This has led to unprecedented investment in hyperscale and modular data centers, particularly in North America. This, along with increasing general needs for electricity, has put significant stress on the energy supply from the grid and has led companies or municipalities to consider our onsite, prime and backup power solutions equipment to meet their power needs, which we believe will drive demand for our equipment and services. Subsequently, we have seen an acceleration in order intake volume driven by data centers, especially in prime operation. We expect this growth to remain strong, driving both new equipment sales and long–term service growth under our recurring revenue model. In the United States, data center growth also drives demand for gas, driving growth in our compression business line.

Current wording

The rapid adoption of artificial intelligence is driving significant growth in computing demand and accelerating investment in data center capacity, particularly in North America. This has led to unprecedented investment in hyperscale and modular data centers, particularly in North America. This, along with increasing general needs for electricity, has put significant stress on the energy supply from the grid and has led companies or municipalities to consider our onsite, prime and backup power solutions equipment to meet their power needs, which we believe will drive demand for our equipment and services. Subsequently, we have seen an acceleration in order intake volume driven by data centers, especially in prime operation. We expect this growth to remain strong, driving both new equipment sales and long–term service growth under our recurring revenue model. In the United States, data center growth also drives demand for gas, driving growth in our compression business line.

Previous wording

Our results of operations are impacted by the geographic distribution of our sales and production footprint. From 2024 through the second quarter of 2026, our mix continued to shift towards the United States and North America, primarily reflecting increasing equipment orders from our data center customers, and we expect this shift to continue.

Current wording

Our results of operations are impacted by the geographic distribution of our sales and production footprint. From 2024 through the third quarter of 2026, our mix continued to shift towards the United States and North America, primarily reflecting increasing equipment orders from our data center customers, and we expect this shift to continue.

Previous wording

For the three months ended June 30, 2026, revenue from customers in Europe, North America and the Rest of World accounted for 33.7%, 46.9% and 19.4% of total revenue, respectively. For the three months ended June 30, 2025, revenue from customers in the same geographies accounted for 39.9%, 33.5% and 26.6% of total revenue, respectively. For the six months ended June 30, 2026, revenue from customers in the same geographies accounted for 36.0%, 43.9% and 20.1% of total revenue, respectively. For the six months ended June 30, 2025, revenue from customers in the same geographies accounted for 39.3%, 33.7% and 27.0% of total revenue, respectively. Of our North American revenue, 91.9% and 90.8% was derived from the United States for the three months ended June 30, 2026 and 2025, respectively, and 91.3% and 88.5% for the six months ended June 30, 2026 and 2025, respectively.

Current wording

For the three months ended September 30, 2026, revenue from customers in Europe, North America and the Rest of World accounted for 23.3%, 61.3% and 15.4% of total revenue, respectively. For the three months ended September 30, 2025, revenue from customers in the same geographies accounted for 51.8%, 24.6% and 23.6% of total revenue, respectively. For the nine months ended September 30, 2026, revenue from customers in the same geographies accounted for 30.7%, 51.2% and 18.1% of total revenue, respectively. For the nine months ended September 30, 2025, revenue from customers in the same geographies accounted for 44.2%, 30.2% and 25.7% of total revenue, respectively. Of our North American revenue, 96.7% and 86.1% was derived from the United States for the three months ended September 30, 2026 and 2025, respectively, and 94.0% and 87.7% for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Accordingly, we regularly dedicate parts of our resources to research and development (“R&D”). Our total R&D expenses amounted to $31.9 million for the three months ended June 30, 2026, compared to the total spending on R&D of $27.2 million for the three months ended June 30, 2025 and $60.8 million for the six months ended June 30, 2026 compared to $46.4 million for the six months ended June 30, 2025. R&D activities for the three months ended June 30, 2026 were mainly driven by the focus on the development of product innovations such as the improvement of power output, electrical efficiency, ramp up times, transient capabilities, increase of genset inertia to stabilize electrical grids and the reduction of our engines’ emissions, including our hydrogen–gas engines. We expect to continue to focus on these areas going forward.

Current wording

Accordingly, we regularly dedicate parts of our resources to research and development (“R&D”). Our total R&D expenses amounted to $32.2 million for the three months ended September 30, 2026, compared to the total spending on R&D of $30.3 million for the three months ended September 30, 2025, and $93.0 million for the nine months ended September 30, 2026, compared to $76.8 million for the nine months ended September 30, 2025. R&D activities for the three months ended September 30, 2026, were mainly driven by the focus on the development of product innovations such as the improvement of power output, electrical efficiency, ramp up times, transient capabilities, increase of genset inertia to stabilize electrical grids and the reduction of our engines’ emissions, including our hydrogen–gas engines. We expect to continue to focus on these areas going forward.

Previous wording

For the three months ended June 30, 2026, our cost of equipment and products sold, together with our cost of services sold amounted to $629.8 million, representing 67.2% of our total revenue, for the same period, as compared to the three months ended June 30, 2025, where the total cost of equipment and products sold, together with our cost of services sold was $431.1 million, representing 65.4% of our total revenue for the same period.

Current wording

For the three months ended September 30, 2026, our cost of equipment and products sold, together with our cost of services sold amounted to $800.2 million, representing 68.5% of our total revenue, for the same period, as compared to the three months ended September 30, 2025, where the total cost of equipment and products sold, together with our cost of services sold was $502.1 million, representing 67.6% of our total revenue for the same period.

Previous wording

For the six months ended June 30, 2026, our cost of equipment and products sold, together with our cost of services sold amounted to $1,064.8 million, representing 66.3% of our total revenue, for the same period, as compared to the six months ended June 30, 2025, where the total cost of equipment and products sold, together with our cost of services sold was $735.7 million, representing 63.8% of our total revenue for the same period.

Current wording

For the nine months ended September 30, 2026, our cost of equipment and products sold, together with our cost of services sold amounted to $1.9 billion, representing 67.2% of our total revenue, for the same period, as compared to the nine months ended September 30, 2025, where the total cost of equipment and products sold, together with our cost of services sold was $1.2 billion, representing 65.3% of our total revenue for the same period.

Previous wording

Our results of operations are also significantly affected by selling, general and administrative expenses, which were $232.2 million and $101.4 million for the three months ended June 30, 2026 and 2025, respectively, and $375.2 million and $198.4 million for the six months ended June 30, 2026 and 2025, respectively. This represented the second largest component of our costs after the cost of equipment and products together with our cost of services sold. Our selling, general and administrative expenses consist of employee compensation and benefits, depreciation and amortization, cost of services purchased from external vendors, IT, travel and facility management related expenses. Employee benefits include wages and salaries, paid annual leave, paid sick leave, short–term bonuses and non-monetary benefits.

Current wording

Our results of operations are also significantly affected by selling, general and administrative expenses, which were $142.6 million and $119.0 million for the three months ended September 30, 2026 and 2025, respectively, and $517.8 million and $317.4 million for the nine months ended September 30, 2026 and 2025, respectively. This represented the second largest component of our costs after the cost of equipment and products together with our cost of services sold. Our selling, general and administrative expenses consist of employee compensation and benefits, depreciation and amortization, cost of services purchased from external vendors, IT, travel and facility management related expenses. Employee benefits include wages and salaries, paid annual leave, paid sick leave, short–term bonuses and non‑monetary benefits.

Previous wording

As of June 30, 2026, we employed 5,467 full-time equivalents (“FTEs”), which includes our employees or employees of record, which are employees hired on behalf of us by a third party organization, excluding interns, contractors, apprentices, passive employees and employees on leaves of absence. This is compared to 4,620 FTEs as of June 30, 2025. As of June 30, 2026, FTEs were located across 22 countries, with over 700 engineers and over 480 employees with R&D capabilities comprising our workforce. To develop and manufacture innovative engines and to provide high–quality services to our customers, we make significant investments to attract and retain top talent in each of the countries in which we operate. For example, our Shared Service Center in Budapest has grown over the last six years and, as of June 30, 2026 employs more than 300 FTEs across many functions, predominantly in finance, services, sourcing and IT. Its growth has been fostered by centralizing and standardizing support functions processes and transferring additional scope to the Shared Services Center, which underlines its strategic importance and thereby helps to attract and retain talent.

Current wording

As of September 30, 2026, we employed 5,642 full-time equivalents ("FTEs"), which includes our employees or employees of record, which are employees hired on behalf of us by a third party organization, excluding interns, contractors, apprentices, passive employees and employees on leaves of absence. This is compared to 4,725 FTEs as of September 30, 2025. As of September 30, 2026, FTEs were located across 22 countries, with over 720 engineers and over 490 employees with R&D capabilities comprising our workforce. To develop and manufacture innovative engines and to provide high–quality services to our customers, we make significant investments to attract and retain top talent in each of the countries in which we operate. For example, our Shared Service Center in Budapest has grown over the last six years and, as of September 30, 2026 employs more than 300 FTEs across many functions, predominantly in finance, services, sourcing and IT. Its growth has been fostered by centralizing and standardizing support functions processes and transferring additional scope to the Shared Services Center, which underlines its strategic importance and thereby helps to attract and retain talent.

Previous wording

The financial results of our business closely follow changes in the markets in which we operate. In addition, certain aspects of our business have seasonal fluctuations although our revenue distribution throughout the year shows limited seasonality influence driven by different factors for the Equipment and Services segments. In the Services segment, engines in CHP applications in particular run higher operating hours in the winter months, which generates higher revenue on CSAs (as defined in “—Components of Results of Operations—Sales of Services”), which are billed on an operating hours basis. For the Equipment segment, given the less than one year book–to–bill cycle for most of the products, there is typically a slight increase in revenue recognized in the fourth quarter.

Current wording

The financial results of our business closely follow changes in the markets in which we operate. In addition, certain aspects of our business have seasonal fluctuations although our revenue distribution throughout the year shows limited seasonality influence driven by different factors for the Equipment and Services segments. In the Services segment, engines in CHP applications in particular run higher operating hours in the winter months, which generates higher revenue on CSAs (as defined in “—Components of Results of Operations—Sales of Services”), which are billed on an operating hours basis.

Previous wording

Climate change effects such as flooding and other extreme weather events can also impact business continuity and financial performance and could disrupt our operations or those of our customers, suppliers or business partners, including through direct damage to physical assets and indirect impacts from supply chain disruption and market volatility. Our Jenbach facilities are exposed to the risk of flooding, and we have a flood mitigation system in place in those facilities. The global shift towards renewable energy sources and increased environmental regulations presents both challenges and opportunities. We address seasonality through flexible production planning, diversified geographic operations and digital forecasting tools that help us anticipate demand shifts and optimize inventory and resource allocation.

Current wording

Climate change effects such as flooding and other extreme weather events can also impact business continuity and financial performance and could disrupt our operations or those of our customers, suppliers or business partners, including through direct damage to physical assets and indirect impacts from supply chain disruption and market volatility. Our Jenbach facilities are exposed to the risk of flooding, and we have a flood mitigation system in place in those facilities. The global shift towards renewable energy sources and increased environmental regulations presents both challenges and opportunities.

Previous wording

Sales of services increased by $63.0 million, or 20.6%, to $368.4 million for the three months ended June 30, 2026 compared to $305.4 million for the three months ended June 30, 2025. The increase was primarily driven by an increase in sales of transactional spare parts to customers in Europe and North America and an increase of CSA revenues in Europe and North America.

Current wording

Sales of services increased by $65.0 million, or 20.0%, to $390.3 million for the three months ended September 30, 2026 compared to $325.3 million for the three months ended September 30, 2025. The increase was primarily driven by an increase in sales of transactional spare parts, OH&R and CM&U to customers in Europe and North America and an increase of MSA revenues in rest of the world.

Previous wording

Cost of equipment and products sold increased by $170.6 million, or 68.0%, to $421.6 million for the three months ended June 30, 2026 compared to $251.0 million for the three months ended June 30, 2025. The increase was primarily due to the increase in our equipment and products sold and higher transportation and customs costs for North America.

Current wording

Cost of equipment and products sold increased by $269.8 million, or 86.9%, to $580.4 million for the three months ended September 30, 2026 compared to $310.6 million for the three months ended September 30, 2025. The increase was primarily due to the increase in our equipment and products sold and higher transportation costs for North America.

Previous wording

Cost of services sold increased by $28.1 million, or 15.6%, to $208.2 million for the three months ended June 30, 2026 compared to $180.1 million for the three months ended June 30, 2025. The increase was primarily due to the increase in our services sold, and an increased proportion of CSA sales which is a lower-cost product.

Current wording

Cost of services sold increased by $28.3 million, or 14.8%, to $219.8 million for the three months ended September 30, 2026 compared to $191.5 million for the three months ended September 30, 2025. The increase was primarily due to the increase in our services sold, and an increased proportion of transactional product lines sales which are lower-cost products.

Previous wording

Selling, general and administrative expenses increased by $130.8 million, or 129.0%, to $232.2 million for the three months ended June 30, 2026 compared to $101.4 million for the three months ended June 30, 2025. The increase was primarily due to additional costs related to our IPO including consultancy, audit fees, related bonus payments and long-term incentive payments, coupled with an increase in the number of FTEs we employed and salary inflation.

Current wording

Selling, general and administrative expenses increased by $23.6 million, or 19.8%, to $142.6 million for the three months ended September 30, 2026 compared to $119.0 million for the three months ended September 30, 2025. The increase was primarily due to an increase in the number of FTEs we employed and salary inflation.

Previous wording

Research and development expenses increased by $4.7 million, or 17.3%, to $31.9 million for the three months ended June 30, 2026 compared to $27.2 million for the three months ended June 30, 2025. The increase was primarily due to continued investment into R&D at approximately the same percentage of total sales compared to the spending in the three months ended June 30, 2025, with some improvement in operational leverage.

Current wording

Research and development expenses increased by $1.9 million, or 6.3%, to $32.2 million for the three months ended September 30, 2026 compared to $30.3 million for the three months ended September 30, 2025. The increase was primarily due to continued investment into R&D with slight improvement in operational leverage.

Previous wording

Other operating (income) expense – net remained flat at $1.3 million for the three months ended June 30, 2026 compared to $1.3 million for the three months ended June 30, 2025.

Current wording

Other operating (income) expense – net slightly decreased to $0.7 million for the three months ended September 30, 2026 compared to $1.3 million for the three months ended September 30, 2025.

Previous wording

Interest expense and related financing costs – net increased by $31.4 million, or 146.0%, to $52.9 million for the three months ended June 30, 2026 compared to $21.5 million for the three months ended June 30, 2025. The increase was primarily due an increase in loan interest expenses offset by a reduction in interest from the failed sale and leaseback due to early redemption. Additionally, unrealized foreign currency revaluation gains and losses of USD denominated internal and external loans in EUR entities moved from a gain of $13.8 million to a loss of $11.9 million, resulting in an unfavorable variance of $(25.7) million.

Current wording

Interest expense and related financing costs – net increased by $12.0 million, or 34.4%, to $46.9 million for the three months ended September 30, 2026 compared to $34.9 million for the three months ended September 30, 2025. The increase was primarily due to an increase in loan interest expenses offset by a reduction in interest from the failed sale and leaseback due to early redemption. Additionally, unrealized foreign currency revaluation gains and losses of USD denominated internal and external loans in EUR entities moved from a gain of $0.0 million to a loss of $7.4 million, resulting in an unfavorable variance of $7.4 million.

Previous wording

Other (income) expense – net increased by $2.8 million, or 311.1%, to $3.7 million for the three months ended June 30, 2026 compared to $0.9 million for the three months ended June 30, 2025. The increase was primarily due to an increase in the interest earned on bank balances.

Current wording

Other (income) expense – net improved by $7.3 million, or 221.2%, to an income of $4.0 million for the three months ended September 30, 2026 compared to an expense of $3.3 million for the three months ended September 30, 2025. The improvement was primarily due to an increase in the interest earned on bank balances.

Previous wording

Data center revenue, within Equipment revenue, increased by 97.0% to $232.4 million for the three months ended June 30, 2026 from $118.0 million for the three months ended June 30, 2025. This increase was primarily due to a continued build out of data center infrastructure in North America.

Current wording

Data center revenue, within Equipment revenue, increased by 1104.1% to $463.0 million for the three months ended September 30, 2026 from $38.5 million for the three months ended September 30, 2025. This increase was primarily due to a continued build out of data center infrastructure in North America.

Previous wording

Compression revenue, within Equipment revenue, increased by 12.7% to $110.7 million for the six months ended June 30, 2026 from $98.2 million for the six months ended June 30, 2025. This increase was primarily due to higher market demand for our core compression equipment, notably the VHP and 275 engines.

Current wording

Compression revenue, within Equipment revenue, increased by 44.1% to $75.2 million for the three months ended September 30, 2026 from $52.1 million for the three months ended September 30, 2025. This increase was primarily due to higher market demand for our core compression equipment, notably the VHP engines in North America.

Previous wording

Revenue for our Services segment increased by 20.6% to $368.4 million for the three months ended June 30, 2026 from $305.4 million for the three months ended June 30, 2025. This increase was primarily driven by an increase in the sales of transactional spare parts to customers in Europe, North America and the Rest of World, an increase of CSA revenues in Europe and an increase in MSA revenues in the Rest of World.

Current wording

Revenue for our Services segment increased by 20.0% to $390.3 million for the three months ended September 30, 2026 from $325.3 million for the three months ended September 30, 2025. This increase was primarily driven by an increase in the sales of transactional spare parts to customers in Europe, North America and the Rest of World, an increase of CSA revenues in Europe and an increase in MSA revenues in the Rest of World.

Previous wording

Sales of equipment and products increased by $327.5 million, or 58.0%, to $891.8 million for the six months ended June 30, 2026 compared to $564.3 million for the six months ended June 30, 2025. The increase was primarily due to the continuous high demand for our Type 6 engines, both in our data center and power solutions business lines, and revenue growth of our Type 3, Type 9 and VHP engines in the power solutions business line.

Current wording

Sales of equipment and products increased by $687.6 million, or 70.0%, to $1.7 billion for the nine months ended September 30, 2026 compared to $981.7 million for the nine months ended September 30, 2025. The increase was primarily due to the continuous high demand for our Type 6 engines in our data center business line, and revenue growth of our Type 3, Type 4 and VHP engines in the power solutions business line.

Previous wording

Sales of services increased by $125.5 million, or 21.3%, to $714.7 million for the six months ended June 30, 2026 compared to $589.2 million for the six months ended June 30, 2025. The increase was primarily due to an increase in sales of transactional spare parts to customers in Europe and North America and an increase of CSA revenues in Europe and North America.

Current wording

Sales of services increased by $190.4 million, or 20.8%, to $1.1 billion for the nine months ended September 30, 2026 compared to $914.5 million for the nine months ended September 30, 2025. The increase was primarily due to an increase in sales of transactional spare parts to customers in Europe and North America, an increase of CSA revenues in Europe and North America and increase of MSA revenues in rest of the world.

Previous wording

Cost of equipment and products sold increased by $265.0 million, or 66.7%, to $662.5 million for the six months ended June 30, 2026 compared to $397.5 million for the six months ended June 30, 2025. The increase was primarily due to increase in our equipment and products sold and higher transportation and customs costs for North America.

Current wording

Cost of equipment and products sold increased by $534.7 million, or 75.5%, to $1.2 billion for the nine months ended September 30, 2026 compared to $708.1 million for the nine months ended September 30, 2025. The increase was primarily due to increase in our equipment and products sold and higher transportation costs for North America.

Previous wording

Cost of services sold increased by $64.1 million, or 19.0%, to $402.3 million for the six months ended June 30, 2026 compared to $338.2 million for the six months ended June 30, 2025. The increase was primarily due to the increase in our services sold.

Current wording

Cost of services sold increased by $92.3 million, or 17.4%, to $622.0 million for the nine months ended September 30, 2026 compared to $529.7 million for the nine months ended September 30, 2025. The increase was primarily due to the increase in our services sold.

Previous wording

Selling, general and administrative expenses increased by $176.8 million, or 89.1%, to $375.2 million for the six months ended June 30, 2026 compared to $198.4 million for the six months ended June 30, 2025. The increase was primarily due to the increase in the number of FTEs we employed, coupled with salary inflation and significant additional professional service costs related to our IPO, including consultancy, audit fees, related bonus and long-term incentive payments.

Current wording

Selling, general and administrative expenses increased by $200.4 million, or 63.1%, to $517.8 million for the nine months ended September 30, 2026 compared to $317.4 million for the nine months ended September 30, 2025. The increase was primarily due to the increase in the number of FTEs we employed, coupled with salary inflation and significant additional professional service costs related to our IPO, including consultancy, audit fees, related bonus and long-term incentive payments.

Previous wording

Research and development expenses increased by $14.4 million, or 31.0% to $60.8 million for the six months ended June 30, 2026 compared to $46.4 million for the six months ended June 30, 2025. The increase was primarily due to continued investment into R&D at approximately the same percentage of total sales compared to the spending in the six months ended June 30, 2025, with some improvement in operational leverage.

Current wording

Research and development expenses increased by $16.2 million, or 21.1% to $93.0 million for the nine months ended September 30, 2026 compared to $76.8 million for the nine months ended September 30, 2025. The increase was primarily due to continued investment into R&D with some improvement in operational leverage.

Previous wording

Other operating (income) expense – net decreased by $0.6 million, or (19.4)%, to $2.5 million for the six months ended June 30, 2026 compared to $3.1 million for the six months ended June 30, 2025. The decrease was primarily due to a reduction in income from grid balancing.

Current wording

Other operating (income) expense – net decreased by $1.2 million, or (27.3)%, to $3.2 million for the nine months ended September 30, 2026 compared to $4.4 million for the nine months ended September 30, 2025. The decrease was primarily due to a reduction in income from grid balancing.

Previous wording

Interest expense and related financing costs – net increased by $73.6 million, or 146.9%, to $123.7 million for the six months ended June 30, 2026 compared to $50.1 million for the six months ended June 30, 2025. The increase was primarily due to an increase in loan interest expenses along with an increase in costs related to our February 2026 refinancing, offset by a reduction in interest from the failed sale and leaseback due to early redemption. Additionally, unrealized foreign currency revaluation gains and losses of USD denominated internal and external loans in EUR entities moved from a gain of $22.0 million to a loss of $35.4 million, resulting in an unfavorable variance of $(57.4) million.

Current wording

Interest expense and related financing costs – net increased by $85.7 million, or 100.9%, to $170.6 million for the nine months ended September 30, 2026 compared to $84.9 million for the nine months ended September 30, 2025. The increase was primarily due to an increase in loan interest expenses along with an increase in costs related to our February 2026 refinancing, offset by a reduction in interest from the failed sale and leaseback due to early redemption. Additionally, unrealized foreign currency revaluation gains and losses of USD denominated internal and external loans in EUR entities moved from a gain of $22.0 million to a loss of $42.9 million, resulting in an unfavorable variance of $64.9 million.

Previous wording

Other (income) expense – net increased by $5.4 million, or 360.0%, to $6.9 million for the six months ended June 30, 2026 compared to $1.5 million for the six months ended June 30, 2025. The increase was primarily due to an increase in the interest earned on bank balances.

Current wording

Other (income) expense – net improved by $12.7 million, or 705.6%, to an income of $10.9 million for the nine months ended September 30, 2026 compared to an expense of $1.8 million for the nine months ended September 30, 2025. The improvement was primarily due to an increase in the interest earned on bank balances.

Previous wording

The following table represents selected items in our unaudited consolidated statements of operations for the six months ended June 30, 2026 and 2025 by our operating segments:

Current wording

The following table represents selected items in our unaudited consolidated statements of operations for the nine months ended September 30, 2026 and 2025 by our operating segments:

Previous wording

Data center revenue, within Equipment revenue, increased by 99.3% to $339.4 million for the six months ended June 30, 2026 from $170.3 million for the six months ended June 30, 2025. This increase was primarily due to a continued build out of data center infrastructure in North America.

Current wording

Data center revenue, within Equipment revenue, increased by 284.4% to $802.4 million for the nine months ended September 30, 2026 from $208.7 million for the nine months ended September 30, 2025. This increase was primarily due to a continued build out of data center infrastructure in North America.

Previous wording

Power solutions revenue, within Equipment revenue, increased by 50.7% to $273.6 million for the three months ended June 30, 2026 from $181.5 million for the three months ended June 30, 2025. This increase was mainly driven by higher sales in the biogas power solutions market in Europe and stronger demand for our Type 6 engines in North America.

Current wording

Power solutions revenue, within Equipment revenue, increased by 9.4% to $681.1 million for the nine months ended September 30, 2026 from $622.6 million for the nine months ended September 30, 2025. This increase was mainly driven by stronger demand for our Type 6 and VHP engines in North America.

Previous wording

Compression revenue, within Equipment revenue, increased by 15.9% to $63.3 million for the three months ended June 30, 2026 from $54.6 million for the three months ended June 30, 2025. This increase was primarily due to higher market demand for our core compression equipment, notably the VHP and 275 engines.

Current wording

Compression revenue, within Equipment revenue, increased by 23.6% to $185.8 million for the nine months ended September 30, 2026 from $150.4 million for the nine months ended September 30, 2025. This increase was primarily due to higher market demand for our core compression equipment, notably the VHP and 275 engines.

Previous wording

We define Adjusted EBITDA as net income as adjusted for (i) income tax expense, (ii) interest and other financial charges – net, (iii) other non–operating (income)/expense – net, (iv) depreciation and amortization, (v) other non–cash items, (vi) public market readiness costs, (vii) transformation costs, (viii) transaction costs, (ix) acquisition and divestment related gains and losses and (x) share-based compensation. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue.

Current wording

We define Adjusted EBITDA as net income as adjusted for (i) income tax expense, (ii) interest and other financial charges – net, (iii) other non–operating (income)/expense – net, (iv) depreciation and amortization, (v) other non–cash items, (vi) IPO and public market readiness costs, (vii) transformation costs, (viii) transaction costs, (ix) acquisition and divestment related gains and losses and (x) share-based compensation. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue.

Previous wording

We define adjusted net income (“Adjusted Net Income”) as net income (loss) as adjusted for ((i) management adjustments comprising (a) IPO and public market readiness costs, (b) transformation costs, (c) transaction costs, (d) acquisition and divestment related gains and losses and (e) share-based compensation expense and (ii) adjusted tax effects from management adjustments. We define adjusted earnings per share (“Diluted Adjusted EPS”) as Adjusted Net Income divided by the weighted-average number of common shares issued and outstanding and the dilutive effect computed under the treasury stock method of potential common shares issued (RSUs awarded). Diluted Adjusted EPS, derived from Adjusted Net Income is a non-GAAP financial measure used by our management to provide additional perspective and insights when analyzing the core operating performance of the Company from period to period and trends in the Company’s historical operating results. Accordingly, we believe these measures provide useful information to investors in understanding and evaluating our operating results in the same manner as our management.

Current wording

We define adjusted net income (“Adjusted Net Income”) as net income (loss) attributable to INNIO N.V. shareholders as adjusted for (i) management adjustments comprising (a) IPO and public market readiness costs, (b) transformation costs, (c) transaction costs, (d) acquisition and divestment related gains and losses and (e) share-based compensation expense and (ii) adjusted tax effects from management adjustments. We define adjusted earnings per share (“Diluted Adjusted EPS”) as Adjusted Net Income divided by the weighted -average number of common shares issued and outstanding and the dilutive effect computed under the treasury stock method of potential common shares issued (RSUs awarded). Diluted Adjusted EPS, derived from Adjusted Net Income is a non-GAAP financial measure used by our management to provide additional perspective and insights when analyzing the core operating performance of the Company from period to period and trends in the Company’s historical operating results. Accordingly, we believe these measures provide useful information to investors in understanding and evaluating our operating results in the same manner as our management.